Nauticus Robotics, Inc., formerly known as CleanTech Acquisition
Corp. (“CLAQ”) (NASDAQ: CLAQ), today announced the successful
closing of its business combination on September 9, 2022 with
Nauticus Robotics, Inc. (“Nauticus”), a developer of ocean robots,
autonomy software, and services to the marine industries. Nauticus’
mission is to become the most impactful ocean robotics company
through the deployment of autonomous maritime systems.
The resulting combined company will operate
under the name Nauticus Robotics, Inc. and will be led by Nauticus
Founder and CEO Nicolaus Radford and the current executive team.
The combined company’s common stock and public warrants will trade
on NASDAQ under the symbols “KITT” and “KITTW,” respectively,
effective September 13, 2022.
On or about September 13, 2022, all remaining
CLAQ units will separate into their underlying components, which
consist of one share of CLAQ common stock, one right and one-half
of one warrant. All of the rights will automatically be converted
into shares of common stock, with every 20 rights being
automatically converted into one share of common stock. The
transaction was approved by CLAQ’s stockholders at the special
meeting held on September 6, 2022.
“The closing of this business combination
represents a pivotal milestone in our company’s history as we take
public our pursuit of transforming the ocean robotics industry with
autonomous systems,” said Mr. Radford. “Not only is the ocean a
tremendous economic engine, but it is also the epicenter for
building a sustainable future. Our robotic fleet of Aquanauts and
Hydronauts powered by our autonomy software platform, ToolKITT,
will significantly reduce emissions, offshore personnel, and costs
for our customers. The capital raised in this transaction from both
new and existing investors will enable us to deliver the start of
this fleet and accelerate our growth trajectory. I would like to
give a heartfelt thank you to the Nauticus and CLAQ teams for their
tireless work throughout this process as we begin demonstrating our
execution and capabilities on the public stage.”
Eli Spiro, former CEO of CLAQ, commented, “We
are pleased with this outcome that takes Nauticus public and allows
them to further their mission of positively impacting the cost and
emission profiles of the massive ocean economy. I continue to
believe Nauticus’ Robotics-as-a-Service business model will be
appealing to public markets investors and have confidence in their
long-term growth trajectory.”
AdvisorsChardan Capital
Partners (“Chardan”), Lake Street Capital Markets and ROTH Capital
Partners, LLC served as financial advisors to CLAQ. Chardan acted
as sole placement agent on the private placement of public equity.
Loeb & Loeb LLP acted as the legal advisor to CLAQ. Winston
& Strawn LLP acted as the legal advisor to Nauticus.
About NauticusNauticus
Robotics, Inc. is a developer of ocean robots, autonomy
software, and services delivered to the marine industries.
Nauticus’ robotic systems and services are delivered to commercial
and government-facing customers through a Robotics-as-a-Service
(RaaS) business model and direct product sales for both hardware
platforms and software licenses. Besides a standalone service
offering and products, Nauticus’ approach to ocean robotics has
also resulted in the development of a range of technology products
for retrofit/upgrading legacy systems and other third-party vehicle
platforms. Nauticus provides customers with the necessary data
collection, analytics, and subsea manipulation capabilities to
support and maintain assets while reducing their operational
footprint, operating cost, and greenhouse gas emissions, to improve
offshore health, safety, and environmental exposure.
About CLAQCleanTech Acquisition
Corp. was a special purpose acquisition company formed in June 2020
with the purpose of entering into a business combination with one
or more businesses. CleanTech Sponsor I LLC and CleanTech
Investments LLC, an affiliate of Chardan, are the founders and
co-sponsors of CLAQ.
Forward-Looking StatementsThis
press release contains forward-looking statements, within the
meaning of section 27A of the U.S. Securities Act of 1933, as
amended (the “Securities Act”), and section 21E of the U.S.
Securities Exchange Act of 1934 (“Exchange Act”) that are based on
beliefs and assumptions and on information currently available to
CLAQ and Nauticus. In some cases, you can identify forward-looking
statements by the following words: “may,” “will,” “could,” “would,”
“should,” “expect,” “intend,” “plan,” “anticipate,” “believe,”
“estimate,” “predict,” “project,” “potential,” “continue,”
“ongoing,” “target,” “seek” or the negative or plural of these
words, or other similar expressions that are predictions or
indicate future events or prospects, although not all
forward-looking statements contain these words. Any statements that
refer to expectations, projections or other characterizations of
future events or circumstances, including projections of market
opportunity and market share, the capability of Nauticus’ business
plans including its plans to expand, the sources and uses of cash
from the proposed transaction, the anticipated enterprise value of
the combined company following the consummation of the proposed
transaction, any benefits of Nauticus’ partnerships, strategies or
plans as they relate to the proposed transaction, anticipated
benefits of the proposed transaction and expectations related to
the terms and timing of the proposed transaction are also
forward-looking statements. These statements involve risks,
uncertainties and other factors that may cause actual results,
levels of activity, performance or achievements to be materially
different from those expressed or implied by these forward-looking
statements. Although each of CLAQ and Nauticus believes that it has
a reasonable basis for each forward-looking statement contained in
this communication, each of CLAQ and Nauticus caution you that
these statements are based on a combination of facts and factors
currently known and projections of the future, which are inherently
uncertain. In addition, risks and uncertainties are described in
the definitive proxy statement/prospectus relating to the proposed
transaction, which has been filed by CLAQ with the SEC and other
documents filed by CLAQ or Nauticus from time to time with the SEC.
These filings may identify and address other important risks and
uncertainties that could cause actual events and results to differ
materially from those contained in the forward-looking statements.
Neither CLAQ nor Nauticus can assure you that the forward-looking
statements in this communication will prove to be accurate. These
forward-looking statements are subject to a number of risks and
uncertainties, including, among others, the ability to complete the
business combination due to the failure to obtain approval from
CLAQ’s stockholders or satisfy other closing conditions in the
business combination agreement, the occurrence of any event that
could give rise to the termination of the business combination
agreement, the ability to recognize the anticipated benefits of the
business combination, the amount of redemption requests made by
CLAQ’s public stockholders, costs related to the transaction, the
impact of the global COVID-19 pandemic, the risk that the
transaction disrupts current plans and operations as a result of
the announcement and consummation of the transaction, the outcome
of any potential litigation, government or regulatory proceedings
and other risks and uncertainties, including those to be included
under the heading “Risk Factors” in the final prospectus for CLAQ’s
initial public offering filed with the SEC on July 16, 2021 and in
its subsequent quarterly reports on Form 10-Q and other filings
with the SEC. There may be additional risks that neither CLAQ or
Nauticus presently know or that CLAQ and Nauticus currently believe
are immaterial that could also cause actual results to differ from
those contained in the forward-looking statements. In light of the
significant uncertainties in these forward-looking statements, you
should not regard these statements as a representation or warranty
by CLAQ, Nauticus, their respective directors, officers or
employees or any other person that CLAQ and Nauticus will achieve
their objectives and plans in any specified time frame, or at all.
The forward-looking statements in this press release represent the
views of CLAQ and Nauticus as of the date of this communication.
Subsequent events and developments may cause those views to change.
However, while CLAQ and Nauticus may update these forward-looking
statements in the future, there is no current intention to do so,
except to the extent required by applicable law. You should,
therefore, not rely on these forward-looking statements as
representing the views of CLAQ or Nauticus as of any date
subsequent to the date of this communication.
For investor and media inquiries, please
contact:
Investors Relations ContactCody Slach or Jeff
Grampp, CFAGateway Group, Inc.(949) 574-3860KITT@GatewayIR.com
Media ContactZach KadletzGateway Group,
Inc.(949) 574-3860KITT@GatewayIR.com
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